Cap Table Calculator.

A capitalization table (cap table) is the ledger of who owns equity in a startup, broken out by share count, share class, and ownership percentage. At the simplest level it lists every founder, employee with options, SAFE holder, and investor, plus the option pool itself. After every priced round, secondary sale, option grant, or share repurchase, the cap table updates. Lawyers, the CEO, and the board are expected to know the current cap table at all times. Carta, Pulley, and Capdesk make money entirely because keeping cap tables clean is hard.

Dilution is the reduction in a holder's ownership percentage when new shares are issued. Each priced round dilutes existing holders proportionally. If pre-round you own 50% of 10M shares, and the round issues 2.5M new shares to investors, the new total is 12.5M and your 5M shares now equal 40%. Stacking three rounds compounds the effect: a founder who starts at 50% and goes through seed, Series A, and Series B typically lands between 15% and 25%, depending on round sizes and option pool top-ups. The math is multiplicative, not additive.

The option pool shuffle is the standard term sheet trick where investors require an option pool expansion (e.g. "increase pool to 15% post-money") and insist it happens pre-money, meaning the new shares are issued before the investor wires money. Result: the increase dilutes founders and existing holders, but not the incoming investor. On a $10M pre-money round with a 5% pool expansion, this can shift 1 to 2% of the company from founders to the option pool without the investor giving up a single basis point. It is the single biggest dilution event most first-time founders fail to negotiate.

Pre-money valuation is what the company is worth before the round closes. Post-money valuation = pre-money + investment amount. If a startup raises $4M at a $16M pre-money, post-money is $20M and the new investor owns 20%. Pre-money is what founders negotiate. Post-money is what the cap table reflects after the wire arrives. SAFEs and convertible notes have their own twist: post-money SAFEs (the modern YC standard) fix investor ownership as a percentage of post-money, while pre-money SAFEs (older form) calculate against pre-money.

Price per share = pre-money valuation ÷ fully diluted shares before the round (after pool top-up). If pre-money is $16M and there are 11M fully diluted shares after pool expansion, price per share is $1.45. The investor wires their investment amount and gets investment ÷ price per share new shares. This price also sets the conversion price for any SAFEs that convert at this round (modulated by cap and discount, whichever is lower).

Founder voting control (>50%) usually breaks at Series B for VC-backed startups. After seed + Series A founders typically hold 40 to 55% combined. After Series B they drop to 25 to 35% combined, and after Series C single-digit percentages per founder are normal. Voting control matters less than board control after Series A. Most term sheets give investors enough board seats to force decisions regardless of share count. Founders who want to retain real control past Series B either build a dual-class share structure (Snowflake, Snap) or stay closer to profitability and raise less.

Anti-dilution clauses protect investors when a later round prices below the round they joined ("down round"). Two flavors: full-ratchet anti-dilution (rare, brutal) re-prices the investor's shares to the new low price, effectively giving them a free top-up. Broad-based weighted-average anti-dilution (much more common) adjusts the conversion price using a formula that blends old and new prices. Either way, anti-dilution dilutes founders and common holders to make investors whole, which is why down rounds are so painful for founders even when small in dollar terms.

Common shares are what founders and employees hold. Preferred shares are what investors get in priced rounds. They sit senior to common in a liquidation, often pay dividends, and carry voting rights and protective provisions that common doesn't have. A "1x non-participating preferred" means in a sale the investor gets either their money back OR their pro-rata share of equity, whichever is higher. Participating preferred (rarer in 2026) gets both. The cap table tracks share counts, but the preferred terms in the legal docs are what actually decide payouts.

When a priced round closes, each pending SAFE converts at the lower of (cap price) or (discount price). Cap price = SAFE valuation cap ÷ fully diluted shares at the round. Discount price = round price per share × (1 − discount %). The SAFE investment amount divided by that conversion price gives the SAFE-holder share count. Stacked SAFEs each compute independently. Most modern Y Combinator post-money SAFEs convert before the new investor in the cap table waterfall, which means the SAFE-holder dilution is already absorbed by the time the new investor calculates their %.

A 409A valuation is an IRS-required appraisal of the company's common stock fair market value, used to price stock options without triggering immediate tax for the recipient. It is typically 20 to 50% lower than the preferred share price set at the most recent priced round, because common lacks the protections preferred shares carry. The cap table tracks share counts and ownership %; the 409A tells you what those shares are worth for tax purposes. A new 409A is required after every priced round, every 12 months, or after a material event.

Pre-Series A startups typically run a 10 to 15% option pool. Series A investors usually require it expanded to 15 to 20% post-money to fund 18 months of hiring. Series B and later, pools settle around 10 to 12% because the dilution cost gets too steep otherwise. The right size is "enough to grant offers for the next 12 to 18 months of hiring without re-expanding", which depends entirely on hiring plan, seniority of hires, and how much equity each role requires. Get it wrong upward and you over-dilute. Get it wrong downward and you re-expand mid-cycle and dilute again.

A secondary sale is when an existing shareholder (usually a founder, employee, or early investor) sells shares to a new buyer, often a later-stage fund. It does NOT change the total share count. It only changes who owns existing shares. Pure secondary doesn't dilute anyone. Mixed deals (primary + secondary) do dilute, because the primary portion issues new shares. Founders sometimes negotiate secondary at Series B or later to take some cash off the table without selling control. Secondaries usually price at or below the latest preferred price because of liquidity discount.

In most US Delaware C-corps, founders hold common stock granted at incorporation at par value (often $0.0001/share). Employees receive options to buy common stock at a strike price set by the 409A. Both end up as common shares once options are exercised, but founders own outright shares from day one (subject to vesting via the founder stock restriction agreement) while employees hold options that have to be exercised before they become real shares. Some startups also use restricted stock units (RSUs) for late-stage employees, which are essentially deferred share grants.

A recap reshapes the cap table outside a normal priced round. The most common scenario: a struggling startup raising a "down recap" where existing preferred is wiped down to common and a new lead investor takes over with fresh preferred, often forcing founders below 5% combined. Less aggressive: late-stage recaps simplify share classes pre-IPO. Recaps require board and shareholder approval and almost always sting existing holders. Modeling them takes a brand-new cap table simulation from scratch using the post-recap terms.

Pay-to-play forces existing preferred investors to participate (pro rata) in down rounds or convert to common, effectively losing their anti-dilution, liquidation preference, and other protective rights. It was unusual in the 2020 to 2022 era but became common again in the 2023 to 2024 reset and persists into 2026 down rounds. For founders it can be good news (investors who don't follow on lose seniority), and bad news (those who do follow on take a bigger share and more preferences). Pay-to-play conversions show up on the cap table as preferred-to-common swaps with corresponding ownership shifts.

Issued shares are the actual shares outstanding right now: founder common + exercised options + investor preferred. Fully diluted shares include everything as if every option, warrant, SAFE, and convertible note were exercised or converted today. Investors quote ownership on a fully diluted basis. The option pool, even the unallocated portion, counts as fully diluted. SAFEs do NOT count until conversion (although some Series A term sheets ask for them to be modeled as if converted). The fully diluted number is what this calculator runs, because it is what determines actual ownership at exit.